Every 8-K that Digital Brands Group Inc (DBGI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DBGI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DBGI filings page.
Digital Brands Group, Inc. (DBGI) announced that it has executed a binding contract providing $3.3 million in guaranteed cash flow for its U.S. Program for the period from September 1 through December 31, 2026. This guaranteed cash flow comes solely from the first two markets of a larger U.S. Program.
The company describes that broader U.S. Program as a $165 million initiative over the next two years, with additional details previously disclosed in an SEC filing dated July 27, 2026. Management states that, based on the contract, they expect guaranteed cash flow from the program to increase significantly every quarter over the next two years.
The current disclosure is furnished under Regulation FD, meaning it is intended to provide equal access to material information but is not deemed filed for liability purposes under Section 18 of the Exchange Act or incorporated into other Securities Act or Exchange Act filings unless specifically referenced.
Digital Brands Group, Inc. reported under a Regulation FD disclosure that it has achieved what it describes as a major financial turnaround and forecasts positive cash flow starting September, driven primarily by its collegiate program. Management also cites expanding government contracts as expected to add to this momentum. The company, which operates a portfolio of luxury and lifestyle apparel brands through a digitally focused e-commerce and selective wholesale model, emphasizes that these statements are forward-looking and subject to numerous risks and uncertainties outlined in its SEC reports.
Digital Brands Group, Inc. retained Roth Capital Partners to formally explore take-private options as part of a broader review of strategic alternatives, with the stated goal of maximizing shareholder value.
In connection with this process and following the expansion of a government contract to $165 million, the company received a non-binding proposal from an existing shareholder with a stated net worth over $1 billion to acquire all outstanding common shares for $77.58 per share in cash, a premium of approximately 258% over the recent trading price of $21.63. The Board of Directors, working with Roth, will evaluate the proposal, and no decision, deadline, or assurance of any agreement or transaction has been provided.
Digital Brands Group, Inc. expanded its secured U.S. Program to approximately $165 million, a 32% increase driven by the addition of new apparel and footwear categories. Management states this expansion represents about $40 million of incremental revenue relative to prior financial guidance.
Following a previously effected 1-for-40 reverse stock split, the company reports a consolidated post-split share count of approximately 575,000 common shares outstanding. On this basis, the total value of the secured U.S. Program equates to roughly $286 in revenue per share, limited solely to that program and excluding potential contributions from other channels.
The company also highlights ongoing regulatory compliance and settlement tracking efforts, working with external legal counsel to review clearinghouse ledger discrepancies, volume anomalies, and Fails-to-Deliver across its Nasdaq and Frankfurt listings, with data packages shared with relevant exchange and regulatory entities.
Digital Brands Group, Inc. entered into a Securities Purchase Agreement on July 23, 2026, issuing an unsecured convertible promissory note with an aggregate principal amount of $3,529,412, reflecting a $3,000,000 subscription amount divided by 0.85. Proceeds are to be used for general working capital and repayment of certain liabilities. The Note matures on January 23, 2027, with scheduled repayments of $1,000,000 on or before each of October 23, November 23 and December 23, 2026, and $529,412 on or before January 23, 2027. Amounts not paid when due bear interest at 20% per annum, and an event of default triggers a mandatory payment equal to 120% of outstanding principal, accrued interest and other amounts. During an event of default, the Note is convertible at the greater of 90% of the lowest closing price over the prior five trading days or a floor price, subject to beneficial ownership limits and a Nasdaq 19.99% cap.
The company also entered into an equity purchase agreement (ELOC) giving it the right, but not the obligation, to sell to the Purchaser up to $100,000,000 of common stock through regular and intraday puts until the earlier of full draw, July 23, 2029, or specified termination events. Put Shares are priced at 95% of the applicable lowest daily VWAP or lowest traded price, subject to volume limits, a 19.99% exchange cap, and a Purchaser beneficial ownership cap of 4.99%, adjustable up to 9.99%. The Purchaser received a 1.0% commitment fee on the facility size in shares of common stock or pre-funded warrants. Aegis Capital Corp. acts as placement agent, earning a 3.0% commission on the $3,000,000 subscription amount and 3.0% on each sale of Put Shares. A Registration Rights Agreement requires filing a Form S-1 within 15 days of closing and using best efforts to obtain effectiveness within 75 days, registering 200% of Note conversion shares plus all ELOC-related shares, with liquidated damages if key registration milestones are not met.
Digital Brands Group, Inc. approved a 1-for-40 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on July 24, 2026, to raise its share price and help manage compliance with Nasdaq Listing Rule 5550(a)(2) on the $1.00 minimum bid price.
The split will reduce outstanding common shares from approximately 23 million to approximately 575,000 and cut authorized common shares from 1,000,000,000 to 25,000,000, while keeping par value at $0.0001. Equity awards, warrants and convertible preferred stock will be adjusted proportionately, fractional shares will be rounded up to the nearest whole share, Clear Trust LLC will act as transfer and exchange agent, and post-split shares will trade on Nasdaq under ticker DBGI with new CUSIP 25401N 606.
Digital Brands Group, Inc. appointed David Sosnowski as an independent director effective July 14, 2026, under a Board of Directors Agreement with an initial one-year term and successive one-year renewals, continuing until the next annual shareholders meeting or earlier resignation, removal, or death.
Under the agreement, Sosnowski receives an annual $100,000 cash retainer, payable in quarterly installments beginning July 31, 2026, and non-qualified stock options to purchase up to 20,000 shares of common stock at an exercise price of $5.00 per share. The options vest 25% per quarter starting on the grant date and expire five years after issuance.
Digital Brands Group, Inc. entered into a Lock-Up and Leak-Out Agreement with the holder of a majority of its Series D Convertible Preferred Stock. The agreement imposes a 180-day Restricted Period starting July 17, 2026, during which the holder may not sell or transfer common stock except under specified leak-out and other permitted transfer provisions. During this period, sales of common stock are limited to an aggregate amount not exceeding 3% of that day’s total trading volume, unless the company waives this cap.
On July 17, 2026 at 4:30 PM ET, Digital Brands Group filed a Certificate of Amendment in Nevada to revise the definition of the Series D “Floor Price.” The Floor Price is now a price equal to 20% of the lower of (i) the closing price immediately preceding the amendment date or (ii) the average closing price for the five trading days immediately preceding that date, for purposes of conversion and related provisions of the Series D Convertible Preferred Stock. All other terms of the Series D Certificate of Designations remain in effect.
Digital Brands Group, Inc. announced a major retail partnership and sharply higher financial expectations. Its AVO brand will take over all prime retail space currently occupied by lululemon in the largest U.S. college bookstore chain, which operates over 1,000 locations, and will roll out a technology-driven store-in-store concept.
The company also issued third quarter 2026 revenue guidance of $8.5 million to $11.0 million with positive net income, implying roughly 300% to 500% year-over-year revenue growth and a turnaround from a $3.5 million net loss in the prior-year quarter. Management attributes this outlook to expanding collegiate licensing from 1 to 18 universities and an initial government contract deploying programs across three cities, with additional revenue and net income expected from a later expansion to more cities.
Digital Brands Group, Inc. reports that approximately 9.6 million outstanding cash warrants expired on June 17, 2026, removing a source of potential share issuance. Earlier in the week of June 15, 2026, the Company also cancelled approximately 7.1 million pre-funded warrants.
In total, the expiration and cancellation of these warrants eliminate about 16.7 million shares of dilution overhang within a three-day period. Management highlights this as a meaningful reduction in potential future dilution for existing stockholders, while the Company continues to operate its eCommerce and fashion brands across direct-to-consumer and wholesale channels.
Digital Brands Group, Inc. entered into a new financing arrangement with 1800 Diagonal Lending, LLC through a promissory note with an aggregate principal amount of $238,050.00, including an original issue discount of $13,050.00. The lender paid a purchase price of $207,000.00, which the Company received net of fees on June 10, 2026 for general working capital.
The note requires nine payments of $29,624.00, representing a one-time interest charge of 12% or $28,566.00, with the first payment due on July 15, 2026 and maturity on March 15, 2027. On default, the note becomes immediately due at 150% of outstanding principal and accrued interest, plus default interest at 22% per year, and 1800 Diagonal may convert the balance into common stock at 61% of the lowest closing bid price over the prior ten trading days.
The note limits 1800 Diagonal and its affiliates to owning no more than 4.99% of outstanding common stock at any time and caps total shares issuable on conversion at 19.99% of shares outstanding as of June 9, 2026. Additional loan tranches of up to $1,015,000.00 over the next twelve months may be provided subject to further agreement.
Digital Brands Group, Inc. filed a current report noting that Chief Executive Officer John Hilburn Davis IV bought approximately $700,000 worth of the company’s common stock in open market transactions on June 10, 2026. The company highlighted this purchase as an additional personal investment by the CEO.
The related press release, furnished as an exhibit, emphasizes Davis’s stated confidence in Digital Brands Group’s strategy, growth prospects and path toward profitability, as well as his alignment with other shareholders through increased ownership.
Digital Brands Group, Inc. filed an 8-K to highlight that Chief Executive Officer John Hilburn Davis IV purchased shares of the company’s common stock in open-market transactions. According to the company, these purchases represent the first time in its history that any insider has bought shares on the open market.
The company states that the transactions reflect Mr. Davis’s confidence in Digital Brands Group’s fundamentals, strategic direction, and future growth prospects, and are intended to demonstrate alignment with shareholder interests. The filing furnishes, but does not file, a press release as an exhibit, which also reiterates the CEO’s focus on executing the growth strategy and pursuing profitability.
Digital Brands Group, Inc. announced that it has received initial purchase orders tied to its $125 million U.S. Program and has expanded its partnership with Global Combat Collective (GCC). The expanded relationship adds apparel and soft goods revenue opportunities across GCC’s digital networks, physical installations, events and hospitality.
The company’s CEO, Hil Davis, said these additional opportunities are new and incremental to guidance referenced in a May 12, 2026 press release, positioning the GCC partnership and U.S. Program as an additional growth channel. The release emphasizes that many statements are forward-looking and subject to numerous business and market risks.
Digital Brands Group, Inc. issued guidance for its 2026 fiscal year, expecting revenue between $55 million and $65 million and free cash flow between $2.5 million and $3.5 million. The company also forecast revenue of $100 million to $115 million and free cash flow of $10 million to $12 million for the period from July 1, 2026 through June 30, 2027.
Management links these outlooks primarily to growth in its collegiate licensing program and an apparel licensing program with Global Combat Collective, which supports existing U.S. program deliveries with up to $125 million in potential aggregate contract value. The strategy includes limiting university partners, leveraging NIL arrangements and influencer collaborations to drive apparel sales and cash generation.
Digital Brands Group, Inc. entered into an at-the-market sales agreement with Aegis Capital Corp. that allows it to issue and sell, from time to time, shares of common stock with an aggregate offering price of up to $100,000,000 under an effective Form S-3 shelf registration.
Sales will be made as at-the-market offerings under Rule 415(a)(4), with Aegis acting as sales agent on a commercially reasonable efforts basis and receiving a cash commission of 2.0% of the gross proceeds from each sale. Under General Instruction I.B.6 of Form S-3, primary offerings are limited to no more than one-third of the aggregate market value of common stock held by non-affiliates in any twelve-month period while that value remains below $75,000,000.
Digital Brands Group, Inc. amended its warrant letter agreements with four existing holders. Each holder agreed to exercise 946,970 New Warrants at an exercise price of $0.66 per share on or prior to May 31, 2026. From these New Warrant exercises, the company expects to receive approximately $2.5 million in cash. The New Warrants were originally issued in connection with a February 2025 registered offering and are exercisable through June 17, 2026. Digital Brands also agreed to file a Form S-3 registration statement to register the shares issuable upon exercise of the New Warrants for resale.
Digital Brands Group, Inc. entered a three-year Consulting Agreement with Athlete Capital Sports LLC tied to Penn State’s name, image and likeness program for student-athletes. As partial consideration, Digital Brands will issue common shares equal to a $3 million consulting fee, calculated using the lower of the five-day volume-weighted average price or the prior-day closing price before the April 11, 2026 share delivery date.
The shares carry a guaranteed make-whole feature designed to preserve a $3 million total value over a defined period, with cash payments owed if sale proceeds fall short. Digital Brands also agreed to invest $500,000 per year for three years in University student-athlete funds as directed by Athlete Capital Sports, and to file a resale registration statement for the shares by April 26, 2026. The company’s CEO, John Hilburn Davis IV, will vote the issued shares under a proxy arrangement.
Digital Brands Group, Inc. reported an administrative change in how it manages shareholder records. Effective March 5, 2026, the company terminated VStock Transfer, LLC as transfer agent and appointed ClearTrust LLC as its new transfer agent and registrar for its securities. All shareholder records have been moved to ClearTrust, which will now handle services such as maintaining the shareholder register and processing transfers of the company’s common stock.
Digital Brands Group, Inc. entered into agreements with existing warrant holders that immediately raised approximately $1.54 million in cash through the exercise of 2,365,968 existing warrants at $0.66 per share. In return, the company granted new warrants allowing holders to buy up to 9,634,032 additional shares at the same exercise price by June 17, 2026, with a 4.99% ownership cap triggering pre-funded warrants instead. The company plans to register the resale of shares issuable from these new securities on a Form S-3 to be filed by February 27, 2026. Separately, following its recent reincorporation to Nevada effective December 29, 2025, the company filed a Certificate of Designations for its Series D Convertible Preferred Stock.
Digital Brands Group, Inc. (DBGI) entered into a 3-year exclusive private label manufacturing agreement with The Grove Collective, which markets name, image, and likeness (NIL) rights for University of Mississippi student-athletes. DBGI will manufacture specific knit apparel products that The Grove Collective will sell online and potentially in Mississippi retail locations. DBGI has broad discretion over design and development and agreed to use its best efforts to invest approximately $500,000 per year for 3 years into student-athlete funds directed by The Grove Collective and to spend $500,000 per year on digital advertising, influencer marketing, and related costs. As consideration for the 3-year term, DBGI will issue The Grove Collective $3,000,000 of common stock, with any one-year extensions compensated by an additional $1,000,000 in stock per extension, priced using the 5-day VWAP before issuance. For the first 15 months, if DBGI’s share price declines, DBGI will make The Grove Collective whole with additional shares or cash, and DBGI plans to register the resale of these shares by January 2, 2026, while proxy voting rights for the shares are assigned to DBGI’s CEO.
Digital Brands Group, Inc. reports an amendment to its private investment in public equity financing involving its Series D Convertible Preferred Stock. The company previously issued about 14,031.25 Series D shares with a stated value of $1,000 per share for gross cash proceeds of approximately $11,225,000.
Under the new amendment, the company sold an additional 1,875 Series D shares to an investor at a higher stated value of $1,150 per share, generating gross cash proceeds of $1,500,000. Only half of the total subscription amount can be released immediately, with the rest contingent on reverse split approvals, a 20% stockholder approval threshold, and SEC effectiveness of a resale registration statement. Certain investors also exercised common stock purchase warrants for $300,000 in cash.
The company amended the Series D certificate of designations to increase authorized Series D shares from 15,000 to 17,500 and to raise the stated value to $1,150 per share. All securities were sold in an unregistered offering to accredited investors under a Securities Act exemption.